The markets regulator said certain agreement clauses have had adversarial effect on the NDTV shareholders.
The Securities Exchange Board of India on Thursday fined NDTV promoters Prannoy Roy, Radhika Roy and RRPR Holdings Rs 27 crore for allegedly concealing information from shareholders about certain loan agreements, PTI reported.
The markets regulator said certain agreement clauses have had adversarial effect on the NDTV shareholders. “I am of the firm opinion that, any fraudulent act directly designed to defraud the investors of the company cannot be treated as good for the securities market and for the interest of investors,” SEBI Adjudicating Officer Amit Pradhan said in an order. “The law does not permit any allowance to be made for such fraudulent act as found in the case. No lenient view should be taken in this matter and the case deserves imposition of deterrent monetary penalty…”
SEBI said its investigation in the case began in 2017 after receiving complaints from Quantum Securities Private Limited – a shareholder of NDTV – about alleged violation of rules by non-disclosure of material information to the shareholders about loan agreements with Vishvapradhan Commercial Private Limited.
The loan agreements were structured in such a manner that clauses on various matters pertaining to NDTV, which were material and price sensitive information, were concealed from the minority shareholders, the regulator said in its 52-page order.
According to the regulator, one loan agreement of NDTV was with ICICI Bank, and two were with VCPL. An agreement was signed in 2009 with VCPL for a loan of Rs 350 crore to repay the ICICI Bank loan and a second loan agreement with VCPL was signed for Rs 53.85 crore, a year later.
“I admit this position that NDTV was not a party to these loan agreement, however, contents and clauses of loan agreement clearly demonstrates that the scheme was devised by the noticees in such a way that though NDTV would not be a party to the said loan agreements, yet the loan agreements would contain certain crucial, onerous and hostile stipulations pertaining to NDTV,” Pradhan added. “Such stipulations included NDTV’s capital restructuring, which were agreed to be undertaken by Prannoy Roy and Radhika Roy, only with the prior consent of ICICI bank/VCPL.”
In a statement, NDTV said that the founders’ lawyers will appeal against Thursday’s order and its “baseless findings” at the Securities Appellate Tribunal. It said the Roys have reiterated that they have never surrendered control of the company to another individual or entity.
“The SEBI order issued against them today (December 24), alleging they surrendered control of the company, is based on an incorrect assessment of facts.
The core issue of the alleged surrender of control is pending adjudication at the Securities Appellate Tribunal, which, in 2019, granted a stay in favour of the founders of NDTV till the tribunal decides the matter.” – NDTV
Last month, SEBI had barred Prannoy Roy and Radhika Roy from accessing the securities market for two years for alleged violation of insider trading regulations. It directed the NDTV promoters to relinquish illegal gains worth over Rs 16 crore for their in involvement in insider trading.
In June 2019, the regulator had barred the three promoters from the capital markets for two years and also restrained Roys from holding any board or top management role at the company in this period in the same case.